The following is an unofficial English translation of the Convocation Notice for the 29th Ordinary General
Meeting of Shareholders of Central Japan Railway Company. The Company provides this translation foryour reference and convenience only and without any warranty as to its accuracy or otherwise.

[TRANSLATION](Securities Identification Code: 9022)
June 3, 2016
To: Shareholders
Koei Tsuge
President and Representative Director
Central Japan Railway Company
1-4, Meieki 1-chome, Nakamura-ku,
Nagoya, Aichi Prefecture
Convocation Notice for the 29th Ordinary General Meeting of Shareholders
Dear Sirs/Madams:
Notice is hereby given that the 29th Ordinary General Meeting of Shareholders ofCentral Japan Railway Company (the “Company”) will be held as set forth below. You
are cordially invited to attend the meeting.
If you are unable to attend the meeting, you are allowed to exercise yourvoting rights in writing or electronically (through the Internet, etc.). After
examining the reference materials set forth below, please exercise your voting rights
no later than 5:30 p.m. on Wednesday, June 22, 2016 (Japan Standard Time (JST)).
Particulars
1.

Date and Time:Thursday, June 23, 2016 at 10:00 a.m. (JST)2.

Venue:“Towers Ballroom” (16F)
Nagoya Marriott Associa Hotel
1-4, Meieki 1-chome, Nakamura-ku, Nagoya,
Aichi Prefecture, Japan

3.

Purpose of the Meeting:
Matters to be Reported:

1.

Report on the details of the business report, andthe consolidated and non-consolidated financial
statements for the 29th fiscal year (from April 1,2015 to March 31, 2016)

2.

Report on the results of the audit of theconsolidated financial statements by the
Accounting Auditors and the Audit andSupervisory Board

Matters to be Resolved:
Proposal 1:

Appropriation of retained earnings

Proposal 2:

Election of sixteen (16) Directors
-1-

4.
(1)
(2)

Notes on the Procedures of the Meeting:If you exercise your voting rights more than once electronically (through theInternet, etc.), then the last exercise will be the one deemed valid.
If you exercise your voting rights both in writing and electronically (through theInternet, etc.), then the exercise of those rights electronically (through the Internet,etc.) will be the one deemed valid.
-End-

In the event circumstances arise to require that amendments be made to items in thebusiness report, the consolidated financial statements, the non-consolidated
financial statements, and the reference materials for the ordinary general meeting ofshareholders, such amendments will be made public on the Company’s website(http://jr-central.co.jp).

【Information Regarding Exercise of Voting Rights】[Exercise of voting rights in person at the meeting]
Please submit the enclosed voting form to the receptionist at the entrance of themeeting place.
[Exercise of voting rights in writing]
Please indicate your approval or disapproval for each proposal on the voting form
enclosed herewith, and send it back to the Company so that it will reach theCompany no later than 5:30 p.m. on Wednesday, June 22, 2016 (JST).
[Exercise of voting rights electronically (through the Internet, etc.)]
Please access the website designated by the Company for the exercise of voting
rights (http://www.web54.net), and indicate your approval or disapproval for each
proposal according to the instructions on the screen, using the “voting rights exercisecode” and the “password” indicated on the enclosed voting form, no later than 5:30
p.m. on Wednesday, June 22, 2016 (JST).
When you exercise voting rights electronically (through the Internet, etc.), please
read, “A Guide to the Exercise of Voting Rights Electronically (through the Internet,etc.)” on page 55 of the original Japanese document.

-2-

Reference Materials for the Ordinary General Meeting of Shareholders
Proposals and Referential Matters
Proposal 1: Appropriation of retained earnings
As the Company’s core operation is the railway business, which has a strongsocial mission, the Company promotes its efforts to ensure and strengthen along-term and stable management foundation, while securing internal reserve inorder to steadily proceed with various projects such as the Chuo Shinkansen
Project. With respect to distribution, the Company’s policy is to have stabledividends.
With respect to year-end dividends, the Company took into consideration thefact that the transportation volume for both business and tourism purposes
maintained their high levels. As a result, in accordance with the policy above,
the Company revised the year-end dividends for the year ended March 31, 2016
to 65 yen per share, which is 5 yen more than the year-end dividends for the year
ended March 31, 2015.
(1) Matters concerning year-end dividends(i) Type of dividend property
Cash(ii) Matters concerning allocation of the dividend property to shareholders and thetotal amount thereof
65 yen per share of the Company’s common stock
Total amount: 12,805,054,860 yen(iii) Effective date of dividend of retained earnings
June 24, 2016
(2) Other matters concerning the appropriation of retained earnings(i) Line item relating to retained earnings showing an increase and the amountthereof
General reserve:
300,000,000,000 yen(ii) Line item relating to retained earnings showing a decrease and the amountthereof
Retained earnings carried forward: 300,000,000,000 yen- 3 -Proposal 2: Election of sixteen (16) Directors
In order to strengthen the Company’s management system, we hereby requestthat sixteen (16) Directors be elected, because the terms of fifteen (15)Directors will expire as of the conclusion of this Ordinary General Meeting of
Shareholders. The candidates for directors are as follows:

No.

Name
(Birth date)1

Yoshiyuki Kasai(October 20, 1940)(An asterisk (*) mark indicates a new candidate.)
NumberBrief history, positions and responsibilities
of sharesat the Company, andof thesignificant concurrent positions
Company
held
April 1963:
Joined Japanese National Railways(“JNR”)
February 1986: Deputy General Manager of the Staff
Administration Department of JNRApril 1987:
Director, Director General of the
Corporate Planning Division of theCompany
June 1988:
Executive Director, Director General of
the Corporate Planning Division of theCompany
June 1990:
Executive Vice President andRepresentative Director, Director
11,536
General of the Corporate Planning
SharesDivision of the Company
June 1992:
Executive Vice President andRepresentative Director of theCompany
June 1995:
President and Representative Directorof the Company
June 2004:
Chairman and Representative Directorof the Company
April 2014:
Chairman Emeritus and Representative
Director of the Company(current position)

- 4 -

No.

Name
(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
July 1971:
August 1983:

April 1987:

February 1988:

March 1989:

June 1992:
June 1994:
2

Yoshiomi Yamada
June 1996:(January 7, 1949)
June 1998:

June 1999:

June 2002:

June 2004:

April 2010:
April 2014:

Joined Japanese National Railways(“JNR”)
Assistant Chief of the Staff Division of
the Staff Administration Department of
JNR
Joined the Company. Manager of theLabor Section of the Administration
Department of the Company
Manager of the Personnel Section of
the Personnel Department of theCompany
General Manager of the Tokyo
Planning Department of the Corporate
Planning Division of the Company
Deputy Manager of the Secretarial
Section of the Company
General Manager of the Personnel
Department of the Company
Director, General Manager of the
Personnel Department of the Company
Director, Director General of the
Corporate Planning Division of theCompany
Executive Director, Director General of
the Corporate Planning Division of theCompany
Senior Executive Director, Director
General of the Business Promotion
Division of the Company
Executive Vice President andRepresentative Director of theCompany
President and Representative Directorof the Company
Chairman and Representative Directorof the Company(current position)- 5 -Numberof sharesof theCompany
held

8,363
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1977:
March 1985:

April 1987:
March 1989:

May 1991:
June 1992:
June 1994:
3

Koei Tsuge(August 6, 1953)
June 1996:

June 2000:
June 2002:
June 2006:

June 2008:

April 2014:

Joined Japanese National Railways(“JNR”)
Manager of the Personnel Section of
the Administration Department of the
Niigata Railway Operating Division of
JNR
Joined the Company
Manager of the Supervision Section of
the Management Supervision
Department of the Corporate Planning
Division of the Company
Manager in charge of planning of the
Personnel Department of the Company
Manager of the Labor Section of the
Personnel Department of the Company
Manager of the Personnel Section of
the Personnel Department of theCompany
Deputy General Manager of the
Administration Department of theCompany
General Manager of the Administration
Department of the Company
Director, General Manager of the
Personnel Department of the Company
Executive Director, General Managerof the Secretarial Department of theCompany
Executive Vice President andRepresentative Director of theCompany
President and Representative Directorof the Company(current position)- 6 -Numberof sharesof theCompany
held

12,152sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1978:
February 1986:

April 1987:
March 1991:

June 1994:

June 1996:

June 1998:

June 2002:

4

Shin Kaneko(August 29, 1955)

June 2004:

June 2006:

June 2008:

June 2010:

June 2012:

June 2014:

Joined Japanese National Railways(“JNR”)
Assistant Chief of the Labor
Relations Division of the Staff
Administration Department of JNR
Joined the Company
Manager in charge of the Personnel
Section of the Personnel Departmentof the Company
Manager of the Labor Section of the
Personnel Department of theCompany
Manager of the Personnel Section of
the Personnel Department of theCompany
General Manager of the Supervision
Department of the Shinkansen
Operations Division of the Company
General Manager of the
Administration Department of theCompany
Director, General Manager of the
Administration Department of theCompany
Director, General Manager of the
Personnel Department of theCompany
Executive Director, Director Generalof the Corporate Planning Division of
the Company
Senior Executive Director, Director
General of the Corporate Planning
Division of the Company
Executive Vice President andRepresentative Director of theCompany
Executive Vice President andRepresentative Director,
in charge of the Administrative
Departments and in charge of the
Chuo Shinkansen Promotion
Division of the Company(current position)- 7 -Numberof sharesof theCompany
held

3,187
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1976:

5

Yutaka Osada(June 27, 1953)

Joined Japanese National Railways(“JNR”)
July 1985:
Assistant Chief to the First
Maintenance Section of the ElectricalEngineering Department of the
Shinkansen Administration of JNRApril 1987:
Joined the Company
February 1990: Manager in charge of the ElectricalEngineering Section of theConstruction Department of theCompany
March 1990:
Manager in charge of the ElectricalEngineering of the Maglev Test Line
Construction of the ElectricalEngineering Section of theConstruction Department of theCompany
June 1993:
Manager of the Electrical Engineering
Section of the Construction Departmentof the Company
January 1995: Chief Engineer of the Maglev Systems
Development Division of the Company
July 2003:
Deputy Director General of the Maglev
Systems Development Division of theGeneral Technology Division of theCompany
July 2004:
General Manager of the ElectricalEngineering Department of the
Shinkansen Operations Division of theCompany
June 2006:
Corporate Officer, Deputy Director
General of the Shinkansen Operations
Division and General Manager of theElectrical Engineering Department of
the Shinkansen Operations Division of
the Company
June 2010:
Corporate Executive Officer, Deputy
Director General of the General
Technology Division, General Managerof the Technology Research andDevelopment Department of theGeneral Technology Division, and
Deputy Director General of theTokaido Shinkansen 21st Century
Division of the Company
July 2011:
Corporate Executive Officer, Deputy

Numberof sharesof theCompany
held

- 8 -

2,363
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions

June 2012:

June 2014:

January 2016:

Director General of the General
Technology Division, General Managerof the Technology Research andDevelopment Department of theGeneral Technology Division and
Deputy Director General of the Chuo
Shinkansen Promotion Division of theCompany
Director, Senior Corporate Executive
Officer, Director General of theGeneral Technology Division of theCompany
Executive Vice President andRepresentative Director of theCompany
Executive Vice President andRepresentative Director, Director
General of the General Technology
Division, in charge of the Technology
Section, and in charge of controlling
the Electrical Engineering Section of
the Company(current position)- 9 -Numberof sharesof theCompany
held

No.

Name
(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1977:

6

Katsumi Miyazawa(January 1, 1952)

Joined Japanese National Railways(“JNR”)
February 1986: Assistant Chief of the Train Schedule
Division of the Train Operation
Department of JNRApril 1987:
Joined the Company
March 1990: Manager of the Planning Section of theManagement Supervision Department of
the Corporate Planning Division of theCompany
May 1991:
Manager of the Supervision Section of
the Management Supervision Departmentof the Corporate Planning Division of theCompany
June 1994:
General Manager of the Supervision
Department of the Shizuoka Branch
Office of the Company
June 1998:
General Manager of the Management
Supervision Department of the Corporate
Planning Division of the Company
July 2004:
General Manager of the Public Relations
Department of the Company
June 2006:
Director, General Manager of the Public
Relations Department of the Company
June 2010:
Executive Director, General Manager of
the Public Relations Department of theCompany
June 2012:
Director and Senior Corporate Executive
Officer, Director General of the
Corporate Planning Division of theCompany
June 2014:
Director and Senior Corporate Executive
Officer, Director General of the
Corporate Planning Division and in
charge of the Finance Department of theCompany(current position)

Numberof sharesof theCompanyheld- 10 -

3,567
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1980:

7

Yoshiki Suyama(May 4, 1957)

Joined Japanese National Railways(“JNR”)
February 1986: Manager of the Budget Section of the
Accounting Department of the Niigata
Railway Operating Division of JNRApril 1987:
Joined the Company
April 1990:
Manager of the Accounting Section of
the Administration Department of JR
Tokai Tours, Inc.
March 1991:
Assistant Manager of the Labor Sectionof the Personnel Department of theCompany
July 1992:
Manager in charge of the Labor Sectionof the Personnel Department of theCompany
May 1994:
Manager in charge of the Personnel
Section of the Personnel Department of
the Company
June 1996:
Manager of the Supervision Section of
the Transportation and Marketing
Department of the Shinkansen
Operations Division of the Company
February 1997: Manager of the Labor Section of the
Personnel Department of the Company
June 1998:
Manager of the Personnel Section of the
Personnel Department of the Company
June 2002:
General Manager of the Supervision
Department of the Shinkansen
Operations Division of the Company
July 2006:
General Manager of the Investment
Planning Department of the Corporate
Planning Division of the Company
June 2008:
Director, General Manager of the
Personnel Department of the Company
June 2010:
Director, General Manager of the
Administration Department of theCompany
June 2012:
Corporate Executive Officer, General
Manager of the Administration
Department of the Company
June 2014:
Director and Corporate Executive
Officer, Director General of the
Shinkansen Operations Division of theCompany(current position)

Numberof sharesof theCompanyheld- 11 -

2,371
SharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1977:

8

Shun-ichi Kosuge*(May 20, 1954)

Joined Japanese National Railways(“JNR”)
February 1987: Manager of Shizuoka Regional Office of
Shizuoka Tracks Maintenance Depot of
the Shinkansen Administration of JNRApril 1987:
Joined the Company
February 1988: Manager of the Engineering Section of
the Mie Regional Office of the Company
March 1989:
Manager of the International Section of
the Corporate Planning Division of theCompany
March 1991:
Manager in charge of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
June 1994:
General Manager in charge of theSupervision Department of the
Shinkansen Operations Division of theCompany
June 1995:
Chief Engineer of the TechnicalResearch and Development Division of
the Company
June 1997:
Director, General Manager of theManagement Supervision Department of
The Japan Mechanised Works andMaintenance of Way Co. LTD
April 1999:
General Manager in charge of the Tokyo
Planning Department of the Corporate
Planning Division of the Company
June 1999:
General Manager of the Tokyo Planning
Department of the Corporate Planning
Division of the Company
July 2000:
General Manager of the Tracks andStructures Department of the Shinkansen
Operations Division of the Company
July 2004:
General Manager of the Management
Supervision Department of the Corporate
Planning Division and General Managerof the Investment Planning Departmentof the Corporate Planning Division of theCompany
July 2006:
Deputy Director General of the
Corporate Planning Division of theCompany
June 2008:
Corporate Officer, General Manager of
the Technology Planning Department of
the General Technology Division of the

Numberof sharesof theCompanyheld- 12 -

2,913
sharesJune 2010:

July 2011:

June 2012:

June 2014:

Company
Corporate Officer, Deputy Director
General of the General Technology
Division of the Company
Corporate Officer, Deputy Director
General of the General Technology
Division and Head of Consulting and
Coordination Office – Overseas High
Speed Railway Project of the Technology
Planning Department of the General
Technology Division of the Company
Corporate Executive Officer, Deputy
Director General of the General
Technology Division, General Managerof the Technology Planning Departmentof the General Technology Division, andHead of Consulting and Coordination
Office – Overseas High Speed Railway
Project of the Technology Planning
Department of the General Technology
Division of the Company
Corporate Executive Officer, Deputy
Director General of the General
Technology Division, General Managerof the Technology Planning Departmentof the General Technology Division,
Head of Consulting and Coordination
Office – Overseas High Speed Railway
Project of the Technology Planning
Department of the General Technology
Division, in charge of the Overseas High
Speed Railway Project, and in charge ofcontrolling the Tracks and Structures
Section of the Company(current position)- 13 -

No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1978:

9

Mamoru Uno(June 19, 1954)

Joined Japanese National Railways(“JNR”)March 1985:
Assistant Chief in the Investigation
Division of Gifu Works Administrationof JNR
April 1987:
Joined the Company
March 1991:
Manager in charge of the Linear/Chuo
Shinkansen Promotion Department of
the Corporate Planning Division of theCompany
July 1991:
Manager in charge of the Chuo
Shinkansen Planning Department of the
Corporate Planning Division of theCompany
June 1993:
Manager in charge of the Tokyo
Planning Department of the Corporate
Planning Division of the Company
June 1996:
Deputy General Manager of the Public
Relations Department of the Company
June 1999:
Chief Engineer of the Maglev Systems
Development Division of the Company
September 2000: General Manager of the Public
Relations Department of the Company
July 2004:
General Manager of the Tracks andStructures Department of the
Shinkansen Operations Division of theCompany
June 2008:
Corporate Officer, Deputy Director
General of the Tokaido Shinkansen
21st Century Division of the Company
June 2010:
Director, Director General of theTokaido Shinkansen 21st Century
Division of the Company
July 2011:
Director, Director General of the Chuo
Shinkansen Promotion Division of theCompany
June 2012:
Corporate Executive Officer, Director
General of the Chuo Shinkansen
Promotion Division of the Company
June 2015:
Director and Corporate Executive
Officer, Director General of the Chuo
Shinkansen Promotion Division of theCompany(current position)

Numberof sharesof theCompanyheld- 14 -

2,782
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1977:

10

Joined The Seibu Department Stores,
Ltd.
November 1991: Joined the Company. Manager in chargeof the Development Department of theAffiliated Enterprises Division of theCompany
June 1994:
Manager in charge of the Department
Store Business Promotion Division of theAffiliated Enterprises Division of theCompany
March 1996:
General Manager of the Planning
Department of the JR Central Department
Store Co., Ltd.
March 1999:
Manager of the Corporate Planning
Section of the JR Tokai Takashimaya
Co., Ltd
Kimiaki Tanaka
May 2000:
Director, Manager of the Corporate(October 29, 1954)
Planning Section of the JR Tokai
Takashimaya Co., Ltd
June 2006:
Deputy Director General of the Business
Promotion Division of the Company
June 2008:
Corporate Officer, Deputy Director
General of the Business Promotion
Division of the Company
June 2012:
Director and Corporate Executive
Officer, Director General of the Business
Promotion Division of the Company(current position)[Significant concurrent positions]
Director of JR CENTRAL BUILDING CO., LTD.
Director of JR Tokai Real Estate Co., Ltd.
Director of JR Tokai Hotels Co., Ltd.
Director of JR Tokai Takashimaya Co., Ltd

Numberof sharesof theCompanyheld- 15 -

3,303
SharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1979:

11

Hideyuki Shoji(March 7, 1955)

Joined Japanese National Railways(“JNR”)March 1985:
General Manager of Akita Engine Depotof the Akita Railway Operating Divisionof JNR
April 1987:
Joined the Company
March 1991:
Manager in charge of the TechnicalResearch and Development Division of
the Company
June 1992:
Manager in charge of the Labor Sectionof the Personnel Department of theCompany
June 1995:
Manager of the Personnel Section of theSupervision Department of the
Shinkansen Operations Division of theCompany
June 1997:
General Manager of Tokyo Drivers
Depot of the Shinkansen Operations
Division of the Company
July 2001:
Manager of the Labor Section of the
Personnel Department of the Company
June 2002:
Manager of the Personnel Section of the
Personnel Department of the Company
December 2003: General Manager of the Transportationand Marketing Department of the
Shinkansen Operations Division of theCompany
June 2008:
Corporate Officer, Deputy Director
General of the Shinkansen Operations
Division and General Manager of theTransportation and Marketing
Department of the Shinkansen
Operations Division of the Company
June 2009:
Director, General Manager of theTransportation Safety Department of theCompany
June 2012:
Corporate Executive Officer, General
Manager of the Transportation Safety
Department of the Company
June 2014:
Director and Corporate Executive
Officer, Director General of theConventional Lines Operations Divisionof the Company(current position)

Numberof sharesof theCompanyheld- 16 -

1,915
SharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1982:
April 1987:
June 1997:

July 2000:

July 2002:

12

Atsuhito Mori*(September 4, 1959)

July 2004:

July 2006:

June 2010:

June 2014:

Joined Japanese National Railways
Joined the Company
Manager of the Signals andTelecommunications Section of theElectrical Engineering Department of the
Shinkansen Operations Division of theCompany
General Manager in charge of theManagement Supervision Department of
SHINSEI TECHNOS CO., LTD.
General Manager in charge of theElectrical Engineering Department of the
Shinkansen Operations Division of theCompany
General Manager of the Engineering
Department of the Kansai Branch Officeof the Company
General Manager in charge of theTechnology Planning Department of theGeneral Technology Division of theCompany
General Manager of the ElectricalEngineering Department of the
Shinkansen Operations Division of theCompany
Corporate Officer, General Manager of
the Transportation Safety Department of
the Company(current position)- 17 -

Numberof sharesof theCompany
held

1,840
SharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
August 1988:

13

Torkel Patterson(August 29, 1954)

Senior Director for Japan, Office of theSecretary of Defense
April 1991:
Director for Japan and Korea, National
Security Council, The White House
November 1994: Managing Director, Group Pacific Inc.,
Senior Associate Pacific Forum, CSIS
April 1998:
President of Raytheon Japan, RaytheonCo.
February 2001: Special Assistant to the U.S. President
for Asia
October 2002:
Senior Advisor to the U.S. Ambassador
to JapanApril 2004:
Deputy Assistant Secretary of State forSouth Asia
April 2005:
President of Raytheon International,
and Vice President of Raytheon
Company
October 2009:
President of U.S.-Japan MAGLEV
March 2010:
President of The Northeast MAGLEVJanuary 2013:
Part-time employee of the Company
May 2015:
Director of The Northeast MAGLEV(current position)
June 2015:
Director of the Company(current position)

Numberof sharesof theCompanyheld- 18 -

0 shares

No.

14

Name
(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions

April 1960:
Joined Toyota Motor Co., Ltd
September 1988: Director of TOYOTA MOTORCORPORATION
June 1998:
Executive Vice President andRepresentative Director of TOYOTA
MOTOR CORPORATION
June 1999:
President and Representative Directorof TOYOTA MOTORCORPORATION
June 2004:
Director of the Company(current position)
Fujio Cho
June 2005:
Deputy Chairman and Representative(February 2, 1937)
Director of TOYOTA MOTORCORPORATION
June 2006:
Chairman and Representative Directorof TOYOTA MOTORCORPORATION
June 2013:
Chairman Emeritus of TOYOTA
MOTOR CORPORATION(current position)[Significant concurrent positions]
Chairman Emeritus of TOYOTA MOTORCORPORATION- 19 -

Numberof sharesof theCompany
held

3,319
sharesNo.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1967:15

Kenji Koroyasu(April 16, 1942)

Numberof sharesof theCompany
held

Public Prosecutor, Tokyo District Public
Prosecutor’s Office
January 1996: Deputy Vice-Minister of Justice,
Ministry of JusticeDecember 1997: Director General of the General Affairs
Department, Supreme Public Prosecutors
OfficeApril 1999:
Director General of the Criminal Affairs
Department, Supreme Public Prosecutors
OfficeDecember 1999: Director General, Research and Training
Institute of the Ministry of Justice
May 2001:
Superintending Prosecutor, Sapporo High712 shares
Public Prosecutors Office
June 2002:
Superintending Prosecutor, Nagoya High
Public Prosecutors OfficeFebruary 2003: Superintending Prosecutor, Osaka High
Public Prosecutors Office
July 2004:
Registered as an attorney-at-law(current position)
June 2005:
Director of the Company(current position)[Significant concurrent positions]
Attorney-at-law
Audit and Supervisory Board Member of Furukawa
Electric Co., Ltd.

- 20 -

No.

Name(Birth date)

Brief history, positions and responsibilities
at the Company, andsignificant concurrent positions
April 1974:
June 2004:
June 2008:16

Takashi Saeki(June 14, 1951)

Numberof sharesof theCompany
held

Joined TOHO GAS Co., Ltd.
Director of TOHO GAS Co., Ltd.
President and Representative Directorof TOHO GAS Co., Ltd.
June 2012:
Director of the Company(current position)
June 2012:
Chairman and Representative Director
713 sharesof TOHO GAS Co., Ltd.
(current position)[Significant concurrent positions]
Chairman and Representative Director of TOHO GAS Co.,Ltd.
Director of UNY Group Holdings Co., Ltd.
Audit and Supervisory Board Member of The Ogaki
Kyoritsu Bank, Ltd.

- 21 -

(Note)1. Mr. Yoshiyuki Kasai is President of Kaiyo Academy Foundation, which employees of theCompany are currently seconded to.
2. Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki are candidates for Outside
Directors as set forth in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of
the Companies Act.
3. Mr. Takashi Saeki, is planned to resign as Chairman and Representative Director of TOHOGAS Co., Ltd. as of June 27, 2016, and assume the position of the Counselor of the company.
4. Special notes on the candidates for Outside Directors are as follows:(1) Reasons for nominating candidates for Outside Directors, etc.
① The Company requests to elect Mr. Fujio Cho as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
corporate management experience and his great insight.
② The Company requests to elect Mr. Kenji Koroyasu as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
experience as a public prosecutor and lawyer and his great insight. Although Mr.
Koroyasu has not been previously involved in the management of a company, theCompany determined that he will be able to adequately perform his duties as an
Outside Director for the above reason.
③ The Company requests to elect Mr. Takashi Saeki as the Company has determined
comprehensively that he is a qualified candidate for an Outside Director because of his
corporate management experience and his great insight.
④ Notification has been filed with the stock exchanges on which the Company is listed
that Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki have no potential
conflict of interest with general shareholders.
(2) The facts regarding inappropriate business conduct that occurred while candidates for
Outside Directors occupied the director and other positions at other companies in the past
five years① Mr. Fujio Cho, candidate for an Outside Director, served as an Outside Auditor at
DENSO CORPORATION. During his service at the company, regarding the sales ofcertain auto parts, the company concluded a plea agreement with the U.S. Departmentof Justice in January 2012 on allegations of violating the U.S. antitrust law. While Mr.
Cho had not been aware of the facts prior to the event during his service, he has madestatements at the meetings of the board of directors, etc. of the company forcompliance with the laws and regulations and, after the event, actively expressed
opinions regarding recurrence prevention.
② Mr. Kenji Koroyasu, candidate for an Outside Director, served as an Outside Auditor
at Furukawa Electric Co., Ltd. During his service at the company, regarding the salesof certain auto parts, the company concluded a plea agreement with the U.S.
Department of Justice in September 2011 on allegations of violating the U.S. antitrust
law, was fined in April 2013 by the Canadian authorities on allegations of violating theCanadian competition law, was subject to determination for fine by the European
Commission in July 2013 on allegations of violating the European competition law,
and was subject to determination for fine by the Chinese authorities in August 2014 on
allegations of violating the Chinese antitrust law. The company also received a ceaseand desist order and a payment order for surcharge from the Japan Fair Trade
Commission with regards to violations of the Antimonopoly Law in relation to theoverhead transmission project requested by Tokyo Electric Power Co., Inc. in
December 2013 and the same project requested by Kansai Electric Power Co., Inc. inJanuary 2014. In addition, the company was subject to determination for fine by the- 22 -

European Commission in April 2014 on allegations of violating the European
competition law in the power cable market. While Mr. Koroyasu had not been awareof any of the facts during his service prior to the events, he has made statements forcompliance with the laws and regulations, and after the events, he made a proposal at
the meeting of the board of directors, where the facts regarding the events werereported and discussed, to set up internal rules and enhance spirit of compliance withlaw to secure recurrence prevention system.
(3) Terms of officeTerms of office for Mr. Fujio Cho, Mr. Kenji Koroyasu and Mr. Takashi Saeki as Outside
Directors will have served twelve years, eleven years and four years, respectively, as of theconclusion of this Ordinary General Meeting of Shareholders.
5. Outline of limited liability agreements
The Company has entered into limited liability agreements with Mr. Fujio Cho, Mr. Kenji
Koroyasu and Mr. Takashi Saeki pursuant to Article 427, Paragraph 1 of the Companies Act
and the Articles of the Incorporation, limiting the amount of their liabilities as stipulated in
Article 423 Paragraph 1 of the Companies Act to the amount stipulated in laws andregulations.
End- 23 -